Monday 16 September 2019
THIS GENERAL SERVICE AGREEMENT (the “Agreement”) is between “the Client” and “the Contractor” as documented in the proposal or statement of work
- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client
- The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement
IN CONSIDERATION OF the matters described above and of the mutual obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
1) The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) defined in proposal or statement of work.
2) The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF THE AGREEMENT
3) The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The term my be extended with the written consent of the Parties.
4) In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that party will be required to provide 30 days’ written notice to the other Party.
5) The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6) Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars). For delivery in New Zealand, all monetary amounts referred to in this Agreement are in NZD (New Zealand Dollars)
7) The Contractor will charge the the Client a fee for the Services (the “Payment”) as described in the proposal or statement of work.
8) For engagements where the payment is less than $5,000 ex GST, a deposit of 100% of of the payment (the “Deposit”) is payable by the Client upon execution of this Agreement. Where the payment is greater than or equal to $5,000 ex GST, a deposit of 50% of the payment (the “Deposit”) is payable by the Client upon execution of this Agreement (Milestone 1).
9) For the remaining amount, the Client will be invoiced as follows:
- 25% of the Payment upon delivery of Milestone 2
- 25% upon delivery of the post engagement report (Milestone 3)
10) Any additional agreed effort provided by the Contractor outside the scope of the services listed in section 1) will be charged to the Client at $1,800 ex GST per day, invoiced fortnightly.
11) Invoices submitted by the Contractor to the Client are due within seven days of receipt.
12) The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.
REIMBURSEMENT OF EXPENSES
13) The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services
14) All expenses must be pre-approved by the Client
WORK DURING BUSINESS HOURS
15) Services will be delivered during business hours only. The Contractor defines business hours as commencing at 9:00am in the local timezone, and concluding at 5:00pm in the local timezone.
16) Where the Contractor is travelling by road or air to attend the Client’s site, business hours commences upon departure from home, and concludes 10 hours after departure or 5:00pm in the local timezone, whichever is earlier
PENALTIES FOR LATE PAYMENT
17) Any late payments outside of agreed payment terms will trigger a fee of 1.5% per month on the amount still owing, plus debt collection fees where applicable.
18) The Client shall notify the Contractor within five (5) days of receipt of any invoice of any dispute with the invoice and the parties will promptly meet to resolve the dispute. Unless such notification is received by the Contractor, the Client agrees the invoice will be deemed to be valid and payment is due under the terms of this Condition
19) Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, incubuses processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
20) The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client of as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
21) All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor
OWNERSHIP OF INTELLECTUAL PROPERTY
22) All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. Subject to payment of 100% of the total amount due by the Client, the Client is granted a non-exclusive limited use license of this Intellectual Property.
23) Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
24) Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property documentation, records, or Confidential Information which is the property of the Client.
25) In the event that this Agreement is terminated by the Client prior to the completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.
26) In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for a service.
27) All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing an delivered to the Parties at the following addresses:
- Contact and address supplied to Adopt & Embrace by the Client
- Operations Manager
Adopt & Embrace Pty Ltd
L6/200 Adelaide Street
BRISBANE QLD 4000
or to such other address as either Party may from time to time notify the other.
AUSTRALIAN COMPANY NUMBER (ACN) / New Zealand Company Number
28) The Company Numbers for the Parties to this Agreement are documented in the proposal or statement of work
29) Except to the extent paid in settlement from any applicable insurance policies, and to the extend permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise from out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
30) Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing singed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
31) Time of of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
32) The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
33) The Client consents to the Contractor’s use of a general description of its Services and general images of the Services, in the Contractor’s internal and external marketing materials, including proposals, websites, presentations, and marketing materials. Neither party shall otherwise use the name, trade marks, or trade names of the other, in part or in whole, without the other party’s prior written approval
34) During the term of this Contract, and for a period of 6 months after its termination or expiry, the parties must not, directly or indirectly, take any action to hire, solicit for employment or engagement with any person who is an officer, employee or contractor of the other party, without prior written consent.
35) Neither party will be liable under this Contract for any breach of its obligations resulting from an event outside of its reasonable control. Where such an event continues for 3 months or longer, the party not affected may terminate this Contract on written notice to the other. Neither party shall have any further liability to the other in respect of termination as a result, but without prejudice to the accrued rights of the parties at the date of termination
36) It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
37) This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
38) Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
39) Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
40) This Agreement will be governed by and constructed in accordance with the laws of the State of Queensland
41) In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in the whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreements.
42) The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same of other provisions.